ARCHLINE.XP SOFTWARE LICENSE AGREEMENT
READ CAREFULLY: CADLINE LTD LICENSES THE SOFTWARE AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.
“PRODUCT" means ARCHLine.XP computer program distributed or made available by CADLINE, directly or indirectly, including Software and User Documentation. The term “SOFTWARE " may also refer to functions and features of a computer program. PRODUCT may include the technical protection device (USB hard lock) that is distributed or made available by CADLINE for use with SOFTWARE.
"Effective Date" means the earlier of the date you sign an Order Form or the date on which the Software is first made available to you.
"Order Form" means any order (which includes without limitation online orders) which is entered into by CADLINE (or an authorized CADLINE distributor or reseller) and you under which you are provided the Software. Each Order Form for the Software shall be deemed a part of this Agreement.
This Agreement is binding on you whether or not you have completed an Order Form with CADLINE. Order Forms may not vary the terms of this Agreement. Only a written agreement, signed by CADLINE (not a CADLINE Supplier) may vary the terms of this Agreement.
"CADLINE Supplier" means either CADLINE or an authorized distributor or reseller of CADLINE products or services which has entered into an Order Form with you.
“LICENSEE" means the company or other legal entity on behalf of which SOFTWARE is acquired. For clarification, “Licensee" refers only to a single, specifically identified legal entity or individual, and does not include any subsidiary or affiliate of any such legal entity or individual or any other related person.
“EDUCATIONAL LICENSEE” means a Licensee who is also (a) a Qualified Educational Institution, (b) Faculty, (c) Student or (d) Other Authorized Educational Licensee. An Educational Licensee may be required to show proof of eligibility if requested by CADLINE. CADLINE, in its sole discretion, retains the right to determine the eligibility of an Educational Licensee.
By selecting the “I accept” or similar button designed to acknowledge agreement to the terms of an electronic copy of this Agreement, or by installing, downloading, accessing, or otherwise copying or using the SOFTWARE, you accept this Agreement on behalf of the entity for which you are authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this Agreement (and you agree to act in a manner consistent with this Agreement.
“Permitted Number" means a maximum number (e.g., number of authorized users, number of concurrent users, number of computers, sessions, etc.) applicable to a license of the PRODUCT and to the License Type associated with such license. Such number is determined by CADLINE and may be specified in the applicable License Identification. In any case where the License Identification does not specify a License Type or Permitted Number, or there is no License Identification, the License Type will, by default, be the Evaluation License and the Permitted Number will, by default, be one (1). You may transfer the PRODUCT from one computer to another computer.
Third-Party Licensed Materials
The PRODUCT may contain or be accompanied by third-party software, data or other materials that are subject to and provided in accordance with terms that are in addition to or different from the terms set forth in this Agreement. Such terms may be included or referenced in or with such third-party software, data or other materials (e.g., in the “Help - About box") or a web page specified by CADLINE. Licensee agrees to comply with such terms. Licensee acknowledges and agrees that CADLINE has no responsibility for, and makes no representations or warranties regarding, such third-party software, data or other materials or Licensee's use of such third-party software, data or other materials.
Nature of Licenses
Licensee acknowledges and agrees that when Licensee acquires a license of PRODUCT, Licensee's acquisition is neither contingent on the delivery of any future features or functionality nor subject to any public or other comments (oral, written or otherwise) made by CADLINE regarding future features or functionality.
Educational License
If you are a qualified instructor at an accredited educational institution, or you are an enrolled student at an accredited educational institution, you may use the PRODUCT for learning, teaching, training, or research and development as part of the instructional functions performed by a Qualified Educational Institution ("Non-Profit Version"). This includes installation and use of the PRODUCT in teaching labs at an educational institution, provided that use of the PRODUCT is by enrolled students who are engaged in classroom learning activities at the educational institution. However, if you are an employee of an educational institution and your job responsibilities are not those of a qualified instructor, you must purchase a PRODUCT commercial license. Non-Profit Version of the PRODUCT is for educational purposes only and may not be used for commercial, professional or other for-profit purposes. An Educational License is for a fixed term specified in the applicable License Identification or, if no such term is specified, the maximum term is twelve (12) months from Installation or as otherwise authorized in writing by CADLINE. Upon expiration of the fixed term, your right and license to use the Non-Profit Version of the PRODUCT expires and the PRODUCT will automatically become inoperable. Qualified instructors, students and institutions may require a license for a Non-Profit Version of the PRODUCT annually upon meeting all program requirements described here.
Authorized Users
Licensee may permit the PRODUCT to be Installed and/or Accessed only by Licensee's Personnel (except as otherwise designated in the applicable License Type), and any such Installation or Access will be subject to any other requirements imposed by this Agreement and the applicable License Type and Permitted Number. Licensee will be responsible for compliance with this Agreement by Licensee's Personnel and any other persons who may have Access to the PRODUCT through Licensee.
“Personnel" means Licensee's individual employees or individual persons who are independent contractors working on Licensee's premises and who Install and Access the PRODUCT only on and through Computers owned or leased and controlled by Licensee.
License Limitations
Unauthorized Activities
Licensee acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, no license is granted under this Agreement (and this Agreement expressly excludes any right)
a) to any CADLINE Materials that Licensee did not acquire lawfully or that Licensee acquired in violation of or in a manner inconsistent with this Agreement,
(c) for Installation of or Access to the Licensed Materials beyond the applicable license term (whether a fixed term or period),
(d) for Installation of the Licensed Materials on any Computer other than a Computer owned or leased, and controlled, by Licensee, unless otherwise authorized in writing by CADLINE,
(e) to distribute, rent, loan, lease to any person or entity except as expressly set forth in this Agreement or as expressly authorized in writing by CADLINE. The CADLINE Materials may be transferred in accordance with the License Transfer Policy.
(g) to Install or Access or allow the Installation of or Access to the CADLINE Materials over the Internet or other non-local network, including, without limitation, use in connection with a virtual private network (VPN), virtualization, Web hosting, time-sharing, software as a service, cloud or other service or technology,
(h) to remove, alter or obscure any proprietary notices or marks in the CADLINE Materials,
(i) to decompile, disassemble or otherwise reverse engineer the CADLINE Materials, or
(j) to translate, adapt, arrange, or create derivative works based on, or otherwise modify the CADLINE Materials for any purpose unless otherwise authorized in writing by CADLINE.
Effect of Unauthorized Use
Unauthorized use has civil consequences. CADLINE may demand the termination of the infringement and compensation for damages.
Affected Data
Work product and other data created with PRODUCT made available under certain License Types, including licenses that limit the permitted purpose to educational purposes or personal learning purposes, may contain certain notices and limitations that make the work product and other data usable only in certain circumstances (e.g., only in the education field). Licensee will not remove, alter or obscure any such notices or limitations.
Circumvention
CADLINE “License Manager" means the tool for managing, monitoring or controlling Installation of or Access to PRODUCT.
Licensee may not install or access the PRODUCT with any product code, authorization code, serial number, or other copy-protection device not supplied by CADLINE directly or through a Reseller.
Licensee may not utilize any equipment, device, software, or other means to circumvent or remove the CADLINE License Manager or any tool or technical protection measure provided or made available by CADLINE for managing, monitoring or controlling Installation of or Access to PRODUCT.
License Transfer Policy
If Licensee sells or presents the SOFTWARE PRODUCT to an individual or business, you may transfer the license accordingly. By transferring the license, the new owner can register the software in his own name.
If the license is invalid/revoked, then it would not be possible to register it so the transfer could not be done.
Important: The educational license for the SOFTWARE PRODUCT is non-transferable.
The transferred license includes all versions of the product. If LICENSEE sells or assigns a license to the SOFTWARE PRODUCT, you also transfer the rights to all versions of the license to the new owner.
Maintenance contracts for a license cannot be transferred to a new licensee. Maintenance contracts are not legally transferable.
Both LICENSEE (current owner) and new owner must notify CADLINE in writing of the date of the License Transfer.
Connectivity
Certain Licensed Materials may facilitate or require Licensee's access to and use of content and services that are hosted on websites maintained by CADLINE or by third parties. In some cases, such content and services may appear to be a feature or function within, or extension of, the Licensed Materials on Licensee's Computer even though hosted on such websites. Accessing such content or services and use of Licensed Materials may cause Licensee's Computer, without additional notice, to connect automatically to the Internet (transitorily, intermittently or on a regular basis) and to communicate with a CADLINE or third-party website—for example, for purposes of providing Licensee with additional information, features and functionality or to validate that the Licensed Materials and/or content or services are being used as permitted under this Agreement or other applicable terms. Such connectivity to CADLINE websites is governed by CADLINE's policies on privacy and data protection described here (http://www.archlinexp.com/other/privacy-statement). Such connectivity to websites of third parties is governed by the terms (including the disclaimers and notices) found on such sites or otherwise associated with the third-party content or services. CADLINE does not control, endorse, or accept responsibility for any such third-party content or services, and any dealings between Licensee and any third party in connection with such content or services, including, without limitation, such third party's privacy policies, use of personal information, delivery of and payment for goods and services, and any other terms associated with such dealings, are solely between Licensee and such third party. CADLINE may at any time, for any reason, modify or discontinue the availability of any third-party content or services. Access to and use of certain content and services (whether of CADLINE or third parties) may require assent to separate terms and/or payment of additional fees.
Limited Warranty
CADLINE warrants that, as of the date on which the PRODUCT is delivered to Licensee and for ninety (90) days thereafter (“Warranty Period"), the SOFTWARE will provide the general features and functions described in the electronic Documentation portion of the SOFTWARE.
CADLINE warrants that, as of the date on which the PRODUCT is delivered to Licensee and for 1 year (365) days thereafter, the hardware protection key accompanying the PRODUCT, if any, is free from defect in materials and workmanship.
CADLINE changes the hardware protection key free of charge only, if the Licensee proves with police report, that the loss of hardware key is result of crime.
In failure of the hardware protection key has resulted from accident, abuse or misapplication, CADLINE shall have no responsibility to replace the hardware key or refund the license fees. Licensee cannot use the replaced hardware key in any circumstance. If the lost hardware key is found, the Licensee has to give it back to the CADLINE.
CADLINE’s entire liability and Licensee's exclusive remedy during the Warranty Period (“Limited Warranty") will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, at CADLINE's option,
a) To attempt to correct or work around errors, if any, or
b.) To refund the license fees, if any, paid by Licensee and terminate this Agreement specific to such PRODUCT. Such refund is subject to the return, during the Warranty Period, of the SOFTWARE, with a copy of Licensee's License Identification, to Licensee's local CADLINE office or the Reseller from which Licensee acquired the SOFTWARE. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. CADLINE DOES NOT SEEK TO LIMIT LICENSEE's WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.
Disclaimer
EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 5.1 (LIMITED WARRANTY), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CADLINE AND ITS RESELLERS MAKE, AND LICENSEE RECEIVES, NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY LICENSED MATERIALS OR SERVICES. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE LICENSED MATERIALS OR SERVICES AND THEIR FEATURES OR FUNCTIONALITY IN THE LICENSED MATERIALS OR ANY COMMUNICATION WITH LICENSEE ARE FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION, OR CONDITION. WITHOUT LIMITING THE FOREGOING, CADLINE DOES NOT WARRANT:
(a) THAT THE OPERATION OR OUTPUT OF THE LICENSED MATERIALS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE, WHETHER OR NOT UNDER A RELATIONSHIP PROGRAM OR SUPPORT BY CADLINE OR ANY THIRD PARTY; (b) THAT ERRORS WILL BE CORRECTED BY CADLINE OR ANY THIRD PARTY; OR (c) THAT CADLINE OR ANY THIRD PARTY WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET LICENSEE's REQUIREMENTS OR EXPECTATIONS. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY.
Warnings
The PRODUCT is commercial professional tool intended to be used by trained professionals only.
Particularly in the case of commercial professional use, the PRODUCT is not a substitute for Licensee's professional judgment or independent testing
The PRODUCT is intended only to assist Licensee with its design, analysis, simulation, estimation, testing and/or other activities and are not a substitute for Licensee's own independent design, analysis, simulation, estimation, testing, and/or other activities, including those with respect to product stress, safety and utility.
Due to the large variety of potential applications for the PRODUCT, the PRODUCT has not been tested in all situations under which they may be used. CADLINE will not be liable in any manner whatsoever for the results obtained through use of the PRODUCT.
Persons using the PRODUCT are responsible for the supervision, management, and control of the PRODUCT and the results of using the PRODUCT. This responsibility includes, without limitation, the determination of appropriate uses for the PRODUCT and the selection of the PRODUCT and other computer programs and materials to help achieve intended results.
Licensee further acknowledges and agrees that the PRODUCT forms part of Licensee's total unique hardware and software environment to deliver specific functionality, and that the PRODUCT provided by CADLINE may not achieve the results Licensee desires within Licensee's design, analysis, simulation, estimation, and/or testing constraints.
Limitation on Type and Amount of Liability
IN NO EVENT WILL CADLINE OR ITS RESELLERS HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE, REVENUE, OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY). IN ADDITION, THE LIABILITY OF CADLINE AND ITS RESELLERS ARISING OUT OF OR RELATING TO ANY LICENSED MATERIALS (PRODUCT), SUBSCRIPTION OR SERVICES WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR SUCH LICENSED MATERIALS (PRODUCT), SUBSCRIPTION, OR SERVICES, RESPECTIVELY.
CADLINE may make available the Software and Documentation by disk or other media, or for download in electronic form. CADLINE shall also provide you with electronic passwords or other enabling mechanisms necessary to permit the licensed usage of the Software. All licenses shall commence, and delivery shall be deemed to occur, as of the Effective Date (or, if later, such date on which the Software and license keys are first made available to you). If your Order Form is with a CADLINE Supplier, that CADLINE Supplier (and not CADLINE) is solely responsible for delivery to you and CADLINE has no liability for any failure to deliver. If the Software requires license keys to operate as licensed to you, CADLINE or the applicable CADLINE Supplier will deliver such license keys to you.
"Order Form" means any order (which includes without limitation online orders) which is entered into by CADLINE (or an authorized CADLINE distributor or reseller) and you under which you are provided the Software. Each Order Form for the Software shall be deemed a part of this Agreement. This Agreement is binding on you whether or not you executed an Order Form with CADLINE. Order Forms may not vary the terms of this Agreement. Only a written agreement, signed by CADLINE(not a CADLINE Supplier) may vary the terms of this Agreement.
Activation Codes and Security.
Activation Code Required for Installation/Access and Continued Use. Installation of and Access to the PRODUCT require, and the continued use thereof may from time to time require, activation codes issued by CADLINE. Registration may be required before an activation code is issued by CADLINE. Licensee will provide CADLINE and its Reseller with any information required for such registration and agrees that any information provided to CADLINE or its Reseller will be accurate and current. Licensee will also maintain and update Licensee's registration information, on an ongoing basis, through customer data registration processes, including without limitation the Customer Information Form, which may be provided by CADLINE or its Reseller. Licensee acknowledges and agrees that CADLINE may use such information in accordance with its Privacy Statement (http://www.archlinexp.com/policies/privacy-policy).
CADLINE shall make available the final activation code, without limitation when Licensee has paid all the applicable fees.
Effect of Activation Codes. Licensee acknowledges and agrees that receipt of an activation code (whether or not provided to Licensee in error) will not constitute evidence of or affect the scope of Licensee's license rights. Those rights will be only as set forth in this Agreement and the applicable License Identification.
Disabling Access
Licensee acknowledges and agrees that installation of and access to PRODUCT may be disabled by the activation, security, and technical protection mechanisms if Licensee tries to transfer all or a part of the PRODUCT to another computer, or
If Licensee tampers with the technical protection mechanisms or date-setting mechanisms on a computer or in the PRODUCT, or
If Licensee undertakes certain other actions that affect the security mode or under other circumstances and that, in any such event, Licensee's access to Licensee 's work product and other data may be affected.
CADLINE may suspend Licensee's license as to the PRODUCT if Licensee fails to make a payment to CADLINE or a Reseller or otherwise fails to comply with the provisions of this Agreement or other terms relating to any such license.
Term; Termination or Suspension
Each license under this Agreement will become effective
CADLINE may also terminate this Agreement if Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with Licensee's creditors. This Agreement will terminate automatically without further notice or action by CADLINE if Licensee goes into liquidation.
Licensee acknowledges and agrees that CADLINE may assign or sub-contract any of its rights or obligations under this Agreement.
Effect of Termination of Agreement or License
Upon termination or expiration of this Agreement, the licenses granted hereunder will terminate. Upon termination or expiration of any license granted to Licensee, Licensee must cease all use of CADLINE Materials to which such license applies, and uninstall all copies of the CADLINE Materials. At CADLINE's request, Licensee agrees to destroy or return to CADLINE or the Reseller from which they were acquired all CADLINE Materials, including the technical protection device (USB hard lock).
Entire Agreement
This Agreement and any other terms referenced in this Agreement constitutes the entire agreement between the parties and merge and supersede any prior or contemporaneous agreements, discussions, communications, agreements, representations, warranties, advertising. The parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, agreements, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement. Terms stipulated by Licensee in any communication by Licensee which purport to vary this Agreement or such other terms will be void and of no effect unless agreed in a writing signed by an authorized representative of CADLINE. Any other modifications to this Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of CADLINE.
Severability
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision or any other provision of this Agreement in any other jurisdiction.
Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of Hungary. The laws of such jurisdiction shall govern without reference to the conflicts-of-laws rules thereof. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) this Agreement. In addition, each party agrees that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the Budapest-Capital Regional Court of Hungary. Nothing in the foregoing will prevent CADLINE from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur.
Language
The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
Construction.
Ambiguities in this Agreement will not be construed against the drafter.
Force Majeure
CADLINE will not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond CADLINE's reasonable control.
Product usage information
When you communicate with us, access our websites and servers through a browser or application, our servers automatically collect and record information.
Here is the list of information your browser or device may tell us:
operating system name and version,
system configuration information, such as processor, memory, and graphics card,
the Internet Protocol (IP) address (which may tell us generally where you are located),
language preference,
ARCHLine.XP serial number, activation code, version, build number, graphics resolution the time and date of your request.
When we store personal information
When the issue you're experiencing requires you to contact us e.g. using Report a problem form, we store personal information as email address and data files associated with you on CADLINE servers.
We take reasonable measures to destroy or permanently de-identify personal information in a secure manner when it is no longer required.
Copyright © 2023 CADLINE Ltd. ARCHLine.XP is registered trademarks of the CADLINE Ltd in Hungary and in other countries. All other trademarks are used for identification purposes only and are the property of their respective owners in this and other countries. All rights reserved.
